The Securities and Exchange Commission (SEC) has canceled the corporate registration of Astrazion Noble Task Community Foundation and Astrazion Global Holdings Philippines, Inc. for soliciting investments from the public without the requisite license and through a fraudulent scheme.
In an order dated November 4, the SEC Enforcement and Investor Protection Department (EIPD) revoked the certificates of incorporation of Astrazion Foundation and Astrazion Global for violation of Section 44 of Republic Act No. 11232, or the Revised Corporation Code of the Philippines (RCC), in relation to Sections 8.1, 28.1 and 26.1 of Republic Act No. 8799, or the Securities Regulation Code (SRC), Presidential Decree No. 902-A, and Section 179 (j) of the RCC.
“It must be noted that acquiring primary registration with the Commission as a corporation is not a license or authority to solicit investments from the public because it only grants juridical personality to the corporation and to operate within its purpose only but does not authorize it to issue, sell, or offer securities for sale nor to undertake investment activities which require prior registration and/or a secondary license from the Commission,” the order read.
“As a rule, securities cannot be sold or offered for sale within the Philippines without such securities being registered with the Securities and Exchange Commission through the filing and consequent approval of a Registration Statement and a corresponding Permit to Offer/Sell has been issued by the Commission,” it added, citing Section 8, in relation to Sections 3 and 12 of the SRC.
In their case, Astrazion Foundation and Astrazion Global operated an online multi-level marketing platform where it actively promoted the sale of its digital currency called AZNT Token for 10 cents per token.
The group offered to the public seven packages with guaranteed returns of 3% per day. The starter package worth $100 could yield $300 in 100 days, while the double platinum package guaranteed a whopping $30,000 within the same period from an initial investment of $10,000.
The group enticed the public to invest by assuring members that the AZNT Tokens would be registered and listed as a cryptocurrency at Coin Market Cap, and would be traded in the digital currency trading platform Binance. The AZNT token’s value could allegedly rise to $10 from its current price of 10 cents.
Aside from the supposed potential surge in value of the AZNT Token, the group promised investors a residual income and direct referral income distribution. Payouts were supposed to be released through Coins.ph.
The scheme involved the sale and offer of securities to the public in the form of investment contracts, whereby a person invests his money in a common enterprise and is led to expect profits primarily from the efforts of others.
Astrazion Global and Astrazion Foundation were duly registered corporations with the Commission. However, they never secured a secondary license from the Commission as issuer of securities or broker dealer nor registered any securities for public offering pursuant to the SRC.
“Considering that nowhere is it stated in the primary purpose clause of Astrazion Group in their Articles of Incorporation that they are authorized to engage in the selling or offering for sale of securities to the public, coupled with the fact that they do not have the necessary Permit to Offer and Sell Securities, the activities of Astrazion of selling or offering for sale securities in the form investment contracts without a secondary license is clearly an ultra vires act and therefore constitutes serious misrepresentation,” the EIPD held.
Under Section 6 of Presidential Decree 902-A, the SEC has the power to suspend, or revoke, after proper notice and hearing, the franchise or certificate of registration or corporations, partnerships and associations, on the ground of serious misrepresentation as to what the corporation can do or is doing to the great prejudice of or damage to the general public.
“These false representations of lucrative return of investment within a short period of time from these alleged legitimate juridical entities represented by their Chairman, Napoleon Dela Cruz Visperas effectively lures the public to invest their hard-earned money to their company,” the EIPD noted.
“The operations of this entity [constitute] a “Ponzi Scheme” which is defined as an investment fraud that involves the payment of purported returns to existing investors from funds contributed by the new investors. They often recruit new investors by promising to invest their funds in opportunities claimed to generate high returns of investment. Thereafter, if there will be difficulties in recruiting new investors or when a large number of existing investors opt to cash out, the Ponzi scheme will collapse or result in a total breakdown and the new investors at the bottom of the line of the pyramid will not receive their returns anymore.”
The SEC issued an advisory against the Astrazion Group as early as February 3 to warn the public against investing in the group and similar entities. On May 12, the Commission En Banc issued a cease and desist order against the group, and declared it permanent on August 11.
